Landmark Investment Conditions Satisfied
Piedmont Increases Stake to 9.9%
Fully Funded to Production
Ewoyaa Lithium Project, Ghana
IronRidge Resources Limited (AIM: IRR, “IronRidge” or the “Company”) is pleased to announce that, further to the announcement of 1 July 2021, the conditions precedent to the execution of the binding agreement (“the Agreement”) with Piedmont Lithium Inc. (“Piedmont”) , have now been satisfied to fully fund and fast track the Company’s Ewoyaa Lithium Project (“Ewoyaa” or “the Project”) through to production.
HIGHLIGHTS:
Ø Conditions precedent satisfied – Piedmont to fully fund and fast track development of the industry standout Ewoyaa Project in Ghana for US$102m
Ø Piedmont commits a further £720,000 (c. US$1m) and increases stake to 9.91% via placing of a further 2.88m shares at 25p
Ø Ghana to benefit from becoming the first West African lithium-producing country
Ø IronRidge increases net cash position to c. US$28m for future growth initiatives
Ø Exploration, resource drilling and studies ongoing at the Project
Commenting, Vincent Mascolo, Chief Executive Officer of IronRidge, said:
“Today’s completion marks a pivotal time in IronRidge’s development of Ewoyaa; from initial discovery to being fully funded through to production.
“We are delighted to be in a position to confidently advance the Project, whilst working alongside Piedmont towards first lithium production in Ghana.
“I’d like to thank our new partner Piedmont for increasing its initial equity investment and demonstrating the clear belief in Ewoyaa and IronRidge’s wider Cape Coast Lithium Portfolio. I look forward to working with Keith and his team in this exciting period ahead as we bring the Project towards production.
“This landmark investment showcases and vindicates IronRidge’s successful exploration strategy, and we are excited to deliver further on the demerged gold projects in our portfolio.”
Commenting, Keith Phillips, President & Chief Executive Officer of Piedmont, said:
“We are pleased to have concluded these transactions and look forward to partnering with IronRidge to maximize the potential of the Cape Coast Lithium Portfolio. Ewoyaa is a high-quality asset with the potential for low capital and operating costs, and the broader portfolio offers tremendous exploration upside.
“As a Company seeking to accelerate the transition to a sustainable future, we look forward to providing a pathway to production at this industry-leading project.”
Summary of Commercial Terms
Piedmont to earn-in to up to 50% of IronRidge’s Cape Coast Lithium Portfolio (“CCLP”) in Ghana, including Ewoyaa, in the following stages;
Stage 1: Investment into IronRidge Resource Limited (AIM: IRR) (c. US$15m)
• Piedmont has subscribed for 54,000,000 new ordinary shares in the Company at a price of 20p per share (£10.8m; c. US$15m) with a lock in provision preventing the sale of the Subscription Shares for 12 months from admission of the Subscription Shares to trading on AIM.
• Piedmont has committed a further £720,000 (c. US$1m) increasing its stake to 9.91% via placing of a further 2.88m shares at 25p.
Stage 2: Regional Exploration and DFS Funding (US$17m)
• Piedmont to earn up to an initial 22.5% of CCLP at completion of sole funding comprising :
• US$5m towards an accelerated regional exploration programme to enhance the current Ewoyaa resource; and
• US$12m towards completing the Definitive Feasibility Studies (“DFS”) for the Project:
o the minimum “DFS criteria” is to deliver a 1.5 million tonnes per annum (“mtpa”) to 2mtpa run-of-mine (“ROM”) operation for a 10-year to 8-year life of mine (“LOM”) respectively; and
o any cost overruns or savings will be shared equally between IronRidge and Piedmont.
Stage 3: CAPEX Funding (US$70m)
Piedmont to earn a further 27.5% of CCLP via the sole funding of;
• Capex of US$70m for the Ewoyaa Project:
• to deliver a 1.5mtpa to 2mtpa ROM operation for a 10-year to 8-year LOM respectively; and
• any cost overruns or savings will be shared equally.
Other key Terms:
• If the “DFS criteria” of Stage 2 is achieved and Piedmont elects by mutual agreement not to proceed to Stage 3, Piedmont will forfeit its Stage 2 interest.
• Piedmont is entitled to:
• appoint one director to the IronRidge board on completion while maintaining an equity interest above or equal to 9% in IronRidge; and
• an offtake agreement (see below) for 50% of the annual lithium spodumene concentrate (SC6%) production.
Offtake Agreement
Piedmont and IronRidge have entered into a binding offtake agreement for 50% of the Cape Coast Lithium Portfolio’s life of mine spodumene concentrate.
Offtake pricing will be determined via a formula which is linked to the prevailing price of lithium products, ensuring IronRidge captures value-add margins.
Subscription & Placing
IronRidge has now allotted and issued a total of 54,000,000 new ordinary shares to Piedmont (the “Subscription Shares”) at the Issue Price of 20p per Subscription Share.
In addition to the Subscription, the Company has also placed (the “Placing”) 2,880,000 new ordinary shares (the “Placing Shares”) at the Issue Price of 25p with Piedmont Lithium. The Placing Shares will not be subject to a lock in.
An application will be made to the London Stock Exchange for the 56,880,000 Subscription and Placing Shares which will rank pari passu with the Company’s existing issued ordinary shares, to be admitted to trading on AIM on or around 7 September 2021 (“Admission”).
Following Admission, the Company’s total issued share capital will comprise 573,744,246 ordinary shares. The Company does not hold any ordinary shares in Treasury. When calculating voting rights, shareholders should use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.
Revised shareholdings following Admission
On Admission of the Subscription and Placing Shares, the revised shareholdings of the Substantial Shareholders and Directors will be as follows:
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.
For any further information, please contact:
IronRidge Resources Limited
Vincent Mascolo (Chief Executive Officer)
Amanda Harsas (Company Secretary)
Tel: +61 2 8072 0640
